DGHM INVESTMENT TRUST
ADMINISTRATION SERVICES
AGREEMENT
1Administration Services Agreement
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT is made as of this 1st day of
October, 2008 (the "Agreement") by and between DGHM Investment Trust (the
"Trust"), a statutory trust duly organized and existing under the laws of the
State of Delaware, and Commonwealth Shareholder Services, Inc. ("CSS"), a
corporation duly organized and existing under the laws of the Commonwealth of
Virginia.
WITNESSETH THAT:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of one or more series portfolios (the "Funds"), each of which may
consist of one or more classes of shares of beneficial interest;
WHEREAS, the Trust desires to appoint CSS as its Administrative Services
Agent on behalf of the Funds to perform certain administrative services for the
Funds and to provide certain other ministerial services to implement the
investment decisions of the Funds and the investment adviser of each Fund (the
"Adviser"); and
WHEREAS, CSS is willing to perform such functions upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto, intending to be legally bound, agree as
follows:
Section 1. Appointment. The Trust hereby appoints CSS as its Administrative
Services Agent on behalf of the Funds, and CSS hereby accepts such
appointment, to furnish the Funds listed on Schedule A, as may be
amended from time to time, with administrative services as set forth
in this Agreement.
Section 2. Duties. CSS shall perform or supervise the performance of others
of the services set forth in Schedule B hereto. CSS shall provide the
Trust with all necessary office space, equipment, personnel,
facilities (including facilities for Shareholders' and Trustees'
meetings) and compensation for providing such services. CSS shall pay
all compensation, if any, of officers of the Trust who are affiliated
persons of CSS.
CSS may, at its expense and, upon at least 60 days' advance written
notice to the Trust, subcontract with any entity or person concerning
the provision of the services contemplated hereunder; provided,
however, that CSS shall not be relieved of any of its obligations
under this Agreement by the appointment of such subcontractor and
provided further, that (i) CSS shall be responsible, to the extent
provided in Section 10 hereof, for all acts of such subcontractor as
if such acts were its own, and (ii) the subcontractor shall be held,
by contract, to standards no less onerous than those contained in
this Agreement.
Except with respect to CSS's duties as set forth in this Agreement,
and except as otherwise specifically provided herein, the Trust
assumes all responsibility for ensuring that each Fund complies with
all applicable requirements of the Securities Act of 1933, the 1940
Act and any other laws, rules and regulations, or interpretations
thereof, of governmental authorities with jurisdiction over each
Fund.
Section 3. Compensation and Expenses. The Trust agrees to pay CSS
compensation for its services as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such schedule
approved by the Board of Trustees of the Trust (the "Board") and CSS.
Fees will begin to accrue for each Fund on the latter of the date of
this Agreement or the date of commencement of operations of the
applicable Fund. If fees begin to accrue in the middle of a month or
if this Agreement terminates before the end of any month, all fees
for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may
be, shall be prorated according to the proportion that the period
bears to the full month in which the effectiveness or termination
occurs. Upon the termination of this Agreement with respect to a
Fund, the Fund shall pay to CSS such compensation as shall be payable
prior to the effective date of termination.
In addition, the Trust shall reimburse CSS from the assets of each
Fund certain reasonable expenses incurred by CSS on behalf of each
Fund individually in connection with the performance of this
Agreement. Such out-of-pocket expenses shall include, but not be
limited to: documented fees and costs of obtaining advice of counsel
or accountants in connection with its services to each Fund; postage;
long distance telephone; special forms required by each Fund; any
travel which may be required in the performance of its duties to each
Fund; and any other extraordinary expenses it may reasonably and
actually incur in connection with its services to each Fund.
All fees and reimbursements are payable in arrears on a monthly basis
and the Trust, on behalf of the applicable Fund, agrees to pay all
fees and reimbursable expenses within five (5) business days
following receipt of the respective billing notice.
Section 4. Trust Reports to CSS. The Trust shall furnish or otherwise make
available to CSS such copies of each Fund's prospectus, statement of
additional information, financial statements, proxy statements,
shareholder reports, each Fund's net asset value per share,
declaration, record and payment dates, amounts of any dividends or
income, special actions relating to each Fund's securities and other
information relating to the Trust's business and affairs as CSS may,
at any time or from time to time, reasonably require in order to
discharge its obligations under this Agreement. CSS shall maintain
such information as required by regulation and as agreed upon between
the Trust and CSS.
Section 5. Maintenance of Records. CSS shall create and maintain all records
required by applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940 Act and the
rules thereunder, as they may be amended from time to time,
pertaining to the various functions CSS performs under this Agreement
and which are not otherwise created or maintained by another party
pursuant to contract with the Trust. All such records shall be the
property of the Trust and will be preserved, maintained and made
available in accordance with Section 31 of the 1940 Act and the rules
thereunder, and will be surrendered promptly to the Fund on and in
accordance with the Trust's request. The Trust and the Trust's
authorized representatives shall have access to CSS's records
relating to the services to be performed under this Agreement at all
times during CSS's normal business hours. Upon the reasonable request
of the Trust, copies of any such records shall be provided promptly
by CSS to the Trust or the Trust's authorized representatives.
Section 6. Reliance on Trust Instructions and Experts. CSS may rely upon the
written advice of the Trust and upon statements of the Trust's legal
counsel, accountants and other persons believed by it in good faith
to be expert in matters upon which they are consulted, and CSS shall
not be liable for any actions taken in good faith upon such
statements.
Section 7. Standard of Care. CSS shall be under no duty to take any action on
behalf of a Fund except as necessary to fulfill its duties and
obligations as specifically set forth herein or as may be
specifically agreed to by CSS in writing. CSS shall at all times act
in good faith and agrees to use its best efforts within reasonable
limits to ensure the accuracy of all services performed under this
Agreement, but assumes no responsibility for any loss arising out of
any act or omission in carrying out its duties hereunder, except a
loss resulting from CSS's, its employees' or its agents' willful
misfeasance, bad faith or gross negligence in the performance of
CSS's duties under this Agreement, or by reason of reckless disregard
of CSS's, its employees' or its agents' obligations and duties
hereunder. Notwithstanding the foregoing, the limitation on CSS's
liability shall not apply to the extent any loss or damage results
from any fraud committed by CSS or any intentionally bad or malicious
acts (that is, acts or breaches undertaken purposefully under
circumstances in which the person acting knows or has reason to
believe that such act or breach violates such person's obligations
under this Agreement or can cause danger or harm) of CSS.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) CSS shall not be liable for losses
beyond its control, provided that CSS has acted in accordance with
the standard of care set forth above; and (ii) CSS shall not be
liable for (A) the validity or invalidity or authority or lack
thereof of any oral or written instructions provided by the Fund,
notice or other instrument which conforms to the applicable
requirements of this Agreement, and which CSS reasonably believes to
be genuine; or (B) subject to Section 25, delays or errors or loss of
data occurring by reason of circumstances beyond CSS's control,
including fire, flood, catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power
supply.
Section 8. Limitation of Liability Regarding CSS. CSS shall not be liable for
any actions taken in good faith reliance upon any authorized written
instructions or any other document reasonably believed by CSS to be
genuine and to have been executed or signed by the proper person or
persons. CSS shall not be held to have notice of any change of
authority of any officer, employee or agent of the Trust until
receipt of notification thereof by the Trust.
Section 9. Limited Recourse. CSS hereby acknowledges that the Funds'
obligations hereunder with respect to the Shares are binding only on
the assets and property belonging to the Funds. The obligations of
the parties hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Funds
personally, but shall bind only the property of the Funds. The
execution and delivery of this agreement by such officers shall not
be deemed to have been made by any of them individually or to impose
any liability on any of them personally, but shall bind only the
Funds' property.
Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are
separate and distinct from the assets and liabilities of each other
Fund and that no Fund shall be liable or shall be charged for any
debt, obligation or liability of any other Fund, whether arising
under this Agreement or otherwise.
Section 10. Indemnification by the Funds. Each Fund shall indemnify CSS and
hold it harmless from and against any and all losses, damages and
expenses, including reasonable attorneys' fees and expenses, incurred
by CSS that result from: (i) any claim, action, suit or proceeding in
connection with CSS's entry into or performance of this Agreement
with respect to such Fund; or (ii) any action taken or omission to
act committed by CSS in the performance of its obligations hereunder
with respect to such Fund; or (iii) any action of CSS upon
instructions believed in good faith by it to have been executed by a
duly authorized officer or representative of the Trust with respect
to such Fund; or (iv) any error, omission, inaccuracy or other
deficiency of any information provided to CSS by the Trust, or the
failure of the Trust to provide or make available any information
requested by CSS knowledgeably to perform its functions hereunder;
PROVIDED, that CSS shall not be entitled to such indemnification (x)
in respect of actions or omissions constituting gross negligence, bad
faith or willful misfeasance in the performance of its duties, or by
reckless disregard of such duties, on the part of CSS and (y) to the
extent that CSS is entitled to reimbursement or indemnification for
such losses under any liability insurance policy described in this
Agreement or otherwise.
In order that the indemnification provisions contained in Sections 10
shall apply, upon the assertion of an indemnification claim, CSS
shall promptly notify the Trust of such assertion, and shall keep the
Trust advised with respect to all developments concerning such claim.
The Trust shall have the option to participate with CSS in the
defense of such claim or to defend against said claim in its own name
or that of CSS. CSS shall in no case confess any claim or make any
compromise in any case in which the Trust may be required to
indemnify it except with the Trust's written consent, which consent
shall not be unreasonably withheld.
Section 11. Indemnification by CSS. CSS shall indemnify each Fund and hold it
harmless from and against any and all losses, damages and expenses,
including reasonable attorneys' fees and expenses, incurred by such
Fund which result from: (i) CSS's failure to comply with the terms of
this Agreement with respect to such Fund; or (ii) CSS's lack of good
faith in performing its obligations hereunder with respect to such
Fund; or (iii) gross negligence, or willful misfeasance in the
performance of its duties or reckless disregard of such duties or
such gross negligence, willful misfeasance or reckless disregard of
its employees, agents or contractors in connection herewith with
respect to such Fund.
In order that the indemnification provisions contained in 11 shall
apply, upon the assertion of an indemnification claim, the Trust
shall promptly notify CSS of such assertion, and shall keep CSS
advised with respect to all developments concerning such claim. CSS
shall have the option to participate with the Trust in the defense of
such claim or to defend against said claim in its own name or that of
the Trust. The Trust shall in no case confess any claim or make any
compromise in any case in which CSS may be required to indemnify it
except with CSS's written consent, which consent shall not be
unreasonably withheld
Section 12. Record Retention; Confidentiality. CSS shall keep and maintain on
behalf of the Trust all books and records which the Trust and CSS
are, or may be, required to keep and maintain pursuant to any
applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the
maintenance of books and records in connection with the services to
be provided hereunder. CSS further agrees that all such books and
records shall be the property of the Trust and to make originals or
copies of such books and records available for inspection by the
Trust or by the Securities Exchange Commission at reasonable times.
CSS agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the
Trust and its Shareholders received by CSS in connection with this
Agreement, including any non-public personal information as defined
in Regulation S-P, and that it shall not use or disclose any such
information except for the purpose of carrying out the terms of this
Agreement; PROVIDED, however, that CSS may disclose such information
as required by law or in connection with any requested disclosure to
a regulatory authority with appropriate jurisdiction after prior
notification to the Trust so that the Trust may seek an appropriate
protective order.
Upon termination of this Agreement, CSS shall return to the Trust all
copies of confidential or non-public personal information received
from the Trust hereunder, other than materials or information
required or permitted to be retained by such party under applicable
laws or regulations. Each party hereby agrees to properly dispose of
any "consumer report information," as such term is defined in
Regulation S-P. To the extent CSS is required by applicable laws or
regulations to maintain originals or copies of any record relating to
the business of the Trust, CSS (at the expense of the Trust) shall
provide the Trust with a list of such materials, and with copies of
such materials unless required by law to refrain from providing such
copies. If CSS wishes to retain a copy of any record relating to the
business of the Trust that is not required by law or regulation to be
so maintained, it shall identify to the Trust the information to be
retained, and shall deliver to the Trust a certification that such
information will not be released or used for any purpose other than
to comply with legal process, or to establish a defense in any matter
to which the information relates.
Section 13. Holidays. Except as required by laws and regulations governing
investment companies, nothing contained in this Agreement is intended
to or shall require CSS, in any capacity hereunder, to perform any
functions or duties on any holiday or other day of special observance
on which CSS is closed. Functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next
business day on which both the Trust and CSS are open. CSS will be
open for business on days when the Trust is open for business and/or
as otherwise set forth in each Fund's prospectus(es) and Statement(s)
of Additional Information.
Section 14. Termination. This Agreement shall remain in effect with respect
to each Fund until terminated.
This Agreement may be terminated by either party at any time, without
the payment of a penalty upon ninety (90) days' written notice to
other party. Any termination shall be effective as of the date
specified in the notice or upon such later date as may be mutually
agreed upon by the parties. Upon notice of termination of this
Agreement by either party, CSS shall promptly transfer to the
successor administrator the original or copies of all books and
records maintained by CSS under this Agreement including, in the case
of records maintained on computer systems, copies of such records in
machine-readable form, and shall cooperate with, and provide
reasonable assistance to, the successor administrator in the
establishment of the books and records necessary to carry out the
successor administrator's responsibilities. If this Agreement is
terminated by the Trust, the Trust shall be responsible for all
reasonable out-of-pocket expenses or costs associated with the
movement of records and materials to the successor administrator.
Additionally, CSS reserves the right to charge for any other
reasonable expenses associated with such termination.
Section 15. Notice. Any notice or other communication
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required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be
delivered in person or sent by first-class mail,
postage prepaid, to the respective parties at their
last known address, except that oral instructions may
be given if authorized by the Board and preceded by a
certificate from the Trust's Secretary so attesting.
Notices to the Trust shall be directed to 0000 Xxxxx
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000,
Attention: Mr. Xxxx Xxxxx, III, with a copy to 0000
Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000
Attention: Mr. Xxxxxx Xxxxxx; and notices to CSS shall
be directed to: 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Mr. Xxxx Xxxxx,
III.
Section 16. Execution in Counterparts. This Agreement may be executed in two
or more counterparts, each of which, when so executed, shall be
deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
Section 17. Assignment; Third Party Beneficiaries. This Agreement shall
extend to and shall be binding upon the parties hereto and their
respective successors and assigns; PROVIDED, however, that this
Agreement shall not be assignable by either party without the written
consent of the other party. This Agreement shall inure to the benefit
of and be binding upon the parties and their respective permitted
successors and assigns.
Section 18. Services Not Exclusive. The services of CSS to the Trust are not
deemed exclusive, and CSS shall be free to render similar services to
others, to the extent that such service does not affect CSS's ability
to perform its duties and obligations hereunder.
Section 19. Headings; Syntax. All Section headings contained in this
Agreement are for convenience of reference only, do not form a part
of this Agreement and will not affect in any way the meaning or
interpretation of this Agreement. Words used herein, regardless of
the number and gender specifically used, will be deemed and construed
to include any other number, singular or plural, and any other
gender, masculine, feminine, or neuter, as the contract requires.
Section 20. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes all prior agreements,
understandings and arrangements to the subject matter thereof.
Section 21. Consequential Damages. Neither party to this Agreement shall be
liable to the other party for consequential, incidental, special or
exemplary damages under any provision of this Agreement.
Section 22. Amendments. This Agreement may be amended from time to time by a
writing executed by the Trust and CSS. The compensation stated in
Schedule A attached hereto may be adjusted from time to time by the
execution of a new schedule signed by both of the parties.
Section 23. Waiver. Any term or provision of this Agreement may be waived at
any time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto
to exercise any power or right granted hereunder, or to insist upon
strict compliance with any obligation hereunder, and no custom or
practice of the parties with regard to the terms of performance
hereof, will constitute a waiver of the rights of such party to
demand full and exact compliance with the terms of this Agreement.
Section 24. Severability. If any part, term or provision of this Agreement is
held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and
not be affected, and the rights and obligations of the parties shall
be construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.
Section 25. Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
acts of war or terrorism, strikes, equipment or transmission failure
or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes. CSS shall use commercially reasonable
best efforts to limit such damages. Notwithstanding the foregoing,
this provision shall not imply that CSS is excused from maintaining
reasonable business continuity plans to address potential service
outages.
Section 26. Survival. The obligations of Sections 3, 5, 6, 7, 8, 9, 10, 11,
12, 17, 20, 21, 23, 24, 25 and 27 shall survive any termination of
this Agreement.
Section 27. Governing Law. This Agreement shall be governed by and construed
to be in accordance with the laws of the State of Delaware, without
reference to choice of law principles thereof, and in accordance with
the applicable provisions of the 1940 Act. To the extent that the
applicable laws of the State of Delaware, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
Section 28. Representations of the Trust. The Trust represents and warrants
to CSS that: (1) as of the close of business on the Effective Date,
each Fund that is in existence as of the Effective Date has
authorized unlimited shares, and (2) this Agreement has been duly
authorized by the Trust and, when executed and delivered by the
Trust, will constitute a legal, valid and binding obligation of the
Trust, enforceable against the Trust in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the rights and remedies
of creditors and secured parties.
Section 29. Representations of CSS. CSS represents and warrants to the Trust
that: (1) CSS will maintain a disaster recovery plan and procedures
including provisions for emergency use of electronic data processing
equipment, which is reasonable in light of the services to be
provided, and it will, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions (CSS shall have no
liability with respect to the loss of data or service interruptions
caused by equipment failure, provided it maintains such plans and
procedures); (2) this Agreement has been duly authorized by CSS and,
when executed and delivered by CSS, will constitute a legal, valid
and binding obligation of CSS, enforceable against CSS in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights
and remedies of creditors and secured parties; and (3) CSS has and
will continue to have access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this
Agreement. CSS further represents that it will inform the Trust
immediately in the event there is a material adverse change in its
financial condition or as soon as practicable in anticipation of any
change in "control" of CSS, as that term is defined by the 1940 Act.
Section 30. Insurance. CSS shall furnish the Trust with pertinent information
concerning the liability insurance coverage that it maintains. Such
information shall include the identity of the insurance carrier(s),
coverage levels and deductible amounts. CSS shall notify the Trust
should any of its insurance coverage be canceled or reduced. Such
notification shall include the date of change and the reasons
therefor. CSS shall notify the Trust of any material claims against
it with respect to services performed under this Agreement, whether
or not they may be covered by insurance, and shall notify the Trust
at any time when a material amount of coverage is subject to other
claims as may be appropriate of the total outstanding claims made by
CSS under its insurance coverage. For purposes of the foregoing
sentence, the amount of coverage subject to other claims shall be
considered material if such claims amount to fifty percent (50%) or
more of the liability insurance coverage maintained by CSS.
Notwithstanding the foregoing, CSS shall be responsible for notifying
the Trust of any claims to the extent such other claims may otherwise
be considered material.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
DGHM INVESTMENT TRUST
By: __________________________
Xxxxxx Xxxxxx
Treasurer, Chief Compliance Officer
COMMONWEALTH SHAREHOLDER SERVICES, INC.
By: __________________________
Xxxx Xxxxx, III
Chief Executive Officer
STLD01-1358410-36 A-1Administration Services Agreement
Schedule A
to the
Administration Agreement
between
DGHM Investment Trust (the "Trust")
and
Commonwealth Shareholder Services, Inc. ("CSS")
Dated as of October 1, 2008
Compensation to be Paid to CSS:
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A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For compliance services related to the administration,
transfer agency and underwriting services provided to the
funds, CSS shall be paid monthly at the annual rate of
$12,000 per fund on funds with assets ranging from $0.00
million to $50 million; $18,000 per fund on funds with
assets greater than $50 million but less than $250 million;
and $24,000 on assets greater than $250 million. CSS
reserves the right to waive this fee.
D. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee
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DGHM All Cap Value Fund 10 basis points to $75 million;
7 basis points over $75 million.
$15,000 annual minimum
Schedule B
to the
Administration Agreement
between
DGHM Investment Trust (the "Trust")
and
Commonwealth Shareholder Services, Inc. ("CSS")
Dated as of October 1, 2008
Services to be Provided by CSS:
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1. Subject to the direction and control of the Board of Trustees of the
Trust (the "Board"), CSS shall manage all aspects of each Fund's
operations with respect to each Fund except those that are the
specific responsibility of any other service provider hired by the
Trust, all in such manner and to such extent as may be authorized by
the Board.
2. Oversee the performance of administrative and professional services
rendered to each Fund by others, including its custodian, fund
accounting agent, transfer agent and dividend disbursing agent as
well as legal, auditing, shareholder servicing and other services
performed for each Fund, including:
(a) The preparation and maintenance by each Fund's custodian,
transfer agent, dividend disbursing agent and fund
accountant in such form, for such periods and in
such locations as my be required by applicable
law, of all documents and records relating to the
operation of each Fund required to be prepared or
maintained by the Trust or its agents pursuant to
applicable law.
(b) The reconciliation of account information and balances among each
Fund's custodian, transfer agent, dividend disbursing agent and fund
accountant.
(c) The transmission of purchase and redemption orders for shares.
(d) The performance of fund accounting, including the accounting services
agent's calculation of the net asset value ("NAV") of each Fund's
shares.
3. For new series or classes, obtain CUSIP numbers, as necessary, and
estimate organizational costs and expenses and monitor against actual
disbursements.
4. Provide individuals reasonably acceptable to the Trust's Trustees to
serve as officers, including a principal financial officer, of the
Trust, who will be responsible for the management of certain of the
Trust's affairs as determined by the Trustees.
5. Assist each Fund's investment adviser in monitoring fund holdings for
compliance with prospectus investment restrictions and limitations
and assist in preparation of periodic compliance reports, as
applicable.
6. Prepare and assist with reports for the Board as may be mutually
agreed upon by the parties.
7. Prepare and mail quarterly and annual Code of Ethics forms for: (i)
disinterested Trustees; and (ii) officers of the Trust, if any, that
are also employees of CSS, including a review of returned forms
against portfolio holdings and reporting to the Board.
8. Prepare and mail annual Trustees' and Officers' questionnaires.
9. Maintain general Board calendars and regulatory filings calendars.
10. As mutually agreed to by the parties, prepare updates to and maintain
copies of the Trust's trust instrument and bylaws.
11. Coordinate with insurance providers, including soliciting bids for
Trustees & Officers/Errors & Omissions insurance and fidelity bond
coverage, coordinate the filing of fidelity bonds with the SEC and
make related Board presentations.
12. Prepare selected management reports for performance and compliance
analyses agreed upon by the Trust and CSS from time to time.
13. Advise the Trust and the Board on matters concerning each Fund and
its affairs.
14. With the assistance of the counsel to the Trust, the
investment adviser, officers of the Trust and other
relevant parties, prepare and disseminate materials for
meetings of the Board on behalf of each Fund, and any
committees thereof, including agendas and selected
financial information as agreed upon by the Trust and
CSS from time to time; attend and participate in Board
meetings to the extent requested by the Board; and
prepare minutes of the meetings of the Board for review
by Trust's legal counsel, as necessary.
15. Provide assistance to each Fund's independent public accountants in
order to determine income and capital gains available for
distribution and calculate distributions required to meet regulatory,
income and excise tax requirements.
16. Assist each Fund's independent public accountants with the
preparation of each Fund's federal, state and local tax returns to be
review by each Fund's independent public accountants.
17. Prepare and maintain each Fund's operating expense budget to
determine proper expense accruals to be charged to each Fund in order
to calculate its daily NAV.
18. In consultation with counsel for the Trust, assist in and oversee the
preparation, filing, printing and where applicable, dissemination to
shareholders of the following:
(a) Amendments to each Fund's Registration Statement on Form N-1A.
(b) Periodic reports to each Fund's shareholders and the U.S. Securities
and Exchange Commission (the "SEC"), including but not limited to
annual reports and semi-annual reports.
(c) Notices pursuant to Rule 24f-2.
(d) Proxy materials.
(e) Reports to the SEC on Form N-SAR, Form N-CSR, Form N-Q and Form N-PX.
19. Coordinate each Fund's annual or SEC audit by:
(a) Assisting each Fund's independent auditors, or, upon approval of each
Fund, any regulatory body in any requested review of each Fund's
accounts and records.
(b) Providing appropriate financial schedules (as requested by each
Fund's independent public accountants or SEC examiners); and
(c) Providing office facilities as may be required.
20. Assist the Trust in the handling of routine regulatory examinations
and work closely with the Trust's legal counsel in response to any
non-routine regulatory matters.
21. After consultation with counsel for the Trust and the
investment adviser, assist the investment adviser to
determine the jurisdictions in which shares of each
Fund shall be registered or qualified for sale;
register, or prepare applicable filings with respect
to, the shares with the various state and other
securities commissions, provided that all fees for the
registration of shares or for qualifying or continuing
the qualification of each Fund shall be paid by each
Fund.
22. Monitor sales of shares, ensure that the shares of the Trust are
validly issued under the laws of the State of Delaware and properly
and duly registered with the SEC.
23. Oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of each Fund and other appropriate purposes.
24. Prepare, or cause to be prepared, expense and financial reports,
including Fund budgets, expense reports, pro-forma financial
statements, expense and profit/loss projections and fee
waiver/expense reimbursement projections on a periodic basis.
25. Authorize the payment of Fund expenses and pay, from Fund assets, all
bills of each Fund.
26. Provide information typically supplied in the investment company
industry to companies that track or report price, performance or
other information with respect to investment companies.
27. Assist each Fund in the selection of other service
providers, such as independent accountants, law firms
and proxy solicitors; and perform such other
recordkeeping, reporting and other tasks as may be
specified from time to time in the procedures adopted
by the Board; PROVIDED that CSS need not begin
performing any such task except upon 65 days' notice
and pursuant to mutually acceptable compensation
agreements.
28. Provide assistance to each Fund in the servicing of
shareholder accounts, which may include telephone and
written conversations, assistance in redemptions,
exchanges, transfers and opening accounts as may be
required from time to time. CSS shall, in addition,
provide such additional administrative non-advisory
management services as CSS and the Trust may from time
to time agree.
29. Assist the Trust's Chief Compliance Officer with issues regarding the
Trust's compliance program (as approved by the Board in accordance
with Rule 38a-1 under the 0000 Xxx) as reasonably requested.
30. Perform certain compliance procedures for the Trust which will
include, among other matters, monitoring compliance with personal
trading guidelines by the Trust's Board.
31. Assist the Trust with its obligations under Section 302 and
906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2
under the 1940 Act, including the establishment and
maintenance of internal controls and procedures that
are reasonably designed to ensure that information
prepared or maintained in connection with
administration services provided hereunder is properly
recorded, processed, summarized, or reported by CSS or
its affiliates on behalf of the Trust so that it may be
included in financial information certified by the
Trust's officers on Form N-CSR and Form N-Q.
32. Prepare and file any claims in connection with class actions
involving portfolio securities, handle administrative matters in
connection with the litigation or settlement of such claims, and
prepare a report to the Board regarding such matters.
33. CSS shall provide such other services and assistance relating to the
affairs of each Fund as the Trust may, from time to time, reasonably
request pursuant to mutually acceptable compensation agreements.
